Rain Carbon Inc. Announces Early Tender Results of its Cash Tender Offer For up to $480.0 million of its 7.250% Senior Secured Notes due 2025

STAMFORD, Conn., Aug. 9, 2023 /PRNewswire/ -- Rain Carbon Inc. (the "Company") announced today the early tender results in connection with its previously announced cash tender offer (the "Tender Offer") for up to $480.0 million (the "Maximum Tender Amount") of its outstanding 7.250% Senior Secured Notes due 2025 (the "Notes"). The terms and conditions of the Tender Offer are described in an Offer to Purchase, dated July 26, 2023 (the "Offer to Purchase"). 

As of 5:00 p.m., New York City time, on August 9, 2023 (the "Early Tender Deadline"), $490.7 million aggregate principal amount of the Notes, representing approximately 92% of the Notes outstanding (excluding the $20.2 million aggregate principal amount of Notes held by the Company or any of its affiliates), had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer. The Early Tender Deadline has passed and, accordingly, Notes validly tendered in the Tender Offer may no longer be withdrawn. The Company intends to purchase all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline, subject to proration. Because the aggregate principal amount of Notes tendered prior to the Early Tender Deadline exceeds the Maximum Tender Amount, the acceptance of and payment for Notes validly tendered at or prior to the Early Tender Deadline will be subject to proration as set forth in the procedures described in the Offer to Purchase and any Notes tendered after the Early Tender Deadline will not be eligible for purchase. Payment for Notes tendered and not validly withdrawn prior to the Early Tender Deadline is expected to be made on August 17, 2023 (the "Early Settlement Date").

The total consideration payable on the Early Settlement Date for each $1,000 principal amount of Notes that are validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline and accepted for purchase pursuant to the Tender Offer will be $1,000.70 (the "Total Consideration"), which includes the early tender payment of $30.00 (the "Early Tender Payment").  Holders are also eligible to receive accrued and unpaid interest in respect of their purchased Notes from the most recent interest payment date to, but not including, the applicable payment date for their Notes.

Because the Company expects to accept for purchase the Maximum Tender Amount, no additional Notes will be purchased pursuant to the Tender Offer after the Early Settlement Date.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, the Notes or any other securities of the Company or any of its subsidiaries.  No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

Goldman Sachs & Co. LLC is the dealer manager in the Tender Offer.  D.F. King & Co., Inc. has been retained to serve as both the tender agent and the information agent for the Tender Offer.  Questions regarding the Tender Offer should be directed to Goldman Sachs & Co. LLC at (800) 828-3182 (U.S. Toll-Free) or (212) 902-5962 (Collect). Requests for copies of the Offer to Purchase and other related materials should be directed to D.F. King & Co., Inc. at [email protected] (email), (866) 416-0577 (U.S. Toll-Free) or (212) 269-5550 (Collect).

None of the Company or its affiliates, their respective boards of directors, the dealer manager, the depositary, the tender agent and the information agent or the trustee with respect to the Notes makes any recommendation as to whether holders of the Notes should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offer. The Tender Offer is made solely pursuant to the Offer to Purchase. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offer is required to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Company by the dealer manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About Rain Carbon Inc.

Rain Carbon Inc. is a leading vertically integrated global producer of carbon-based products that are essential raw materials for staples of everyday life. We operate in two business segments: Carbon and Advanced Materials. Our Carbon business segment converts the byproducts of oil refining and steel production into high-value, carbon-based products that are critical raw materials for the aluminum, graphite electrode, carbon black, wood preservation, titanium dioxide, refractory and several other global industries. Our Advanced Materials business segment extends the value chain of our carbon processing through the innovative downstream transformation of a portion of our carbon output and other raw materials into high-value, eco-friendly and advanced-material products that are critical raw materials for the specialty chemicals, coatings, construction, automotive, petroleum and several other global industries.

Forward Looking Statements

This press release contains certain forward-looking information and forward-looking statements as defined in applicable securities laws (collectively referred to as "forward-looking statements"). Forward-looking statements include: statements regarding the terms and timing for completion of the Tender Offer, including the acceptance for purchase of any Notes validly tendered and the expected Early Tender Deadline, Expiration Time and settlement dates thereof; and the satisfaction or waiver of certain conditions set forth in the Offer to Purchase, including the Financing Condition.

Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that may cause actual results to vary include, but are not limited to, inadequate investor response on adequate terms to the issuance of debt intended to satisfy certain conditions, which are more fully described in the Offer to Purchase, including, among others, the Company's successful completion of its previously announced offering of its new senior secured notes, conditions in financial markets and investor response to the Company's Tender Offer.

Readers are cautioned against unduly relying on forward-looking statements. Forward-looking statements are made as of the date of the relevant document and, except as required by law, the Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information or future events or otherwise.

Press Contact

Alan Chapple
Rain Carbon Inc.
Ten Signal Road, Stamford, CT USA
Tel +1 203 517 2818
[email protected]

SOURCE Rain Carbon Inc.